22nd Century Group Files 8-K on Material Agreement

TL;DR

22nd Century Group signed a material agreement, filed equity sales, and financial docs. Details scarce.

AI Summary

On May 10, 2024, 22nd Century Group, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing does not provide specific dollar amounts or further details on the agreement.

Why It Matters

This filing indicates a significant event for 22nd Century Group, potentially impacting its financial standing and future operations, though specific details are limited.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and regulatory risks if not managed properly.

Key Players & Entities

• 22nd Century Group, Inc. (company) — Registrant
• May 10, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 par value XXII NASDAQ Capital Market
• $275,000 — rge to the undersigned holders equal to $275,000, which shall be added to the principal
• $2,327,632 — y and Holders exchanged an aggregate of $2,327,632 in principal, fees and expenses owed un
• $1.69 — 001 (at an effective per share price of $1.69). The remaining principal balance of th
• $9,824,632 — principal balance of the Debentures is $9,824,632. As a result of the transaction, the

Filing Documents

• tm2414174d1_8k.htm (8-K) — 28KB
• tm2414174d1_ex4-1.htm (EX-4.1) — 95KB
• tm2414174d1_ex10-1.htm (EX-10.1) — 7KB
• tm2414174d1_ex10-2.htm (EX-10.2) — 30KB
• 0001104659-24-059999.txt ( ) — 361KB
• xxii-20240510.xsd (EX-101.SCH) — 3KB
• xxii-20240510_lab.xml (EX-101.LAB) — 33KB
• xxii-20240510_pre.xml (EX-101.PRE) — 22KB
• tm2414174d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Senior Secured Credit Facility As previously disclosed on December 28, 2023, the Company entered into that certain Amendment Agreement (the "Amendment Agreement") to that certain Securities Purchase Agreement dated March 3, 2023 (the "JGB SPA") and debentures (the "Debentures") with JGB Partners, LP (" JGB Partners "), JGB Capital, LP (" JGB Capital ") and JGB Capital Offshore Ltd. (" JGB Offshore " and collectively with JGB Partners and JGB Capital, the " Holders ") and JGB Collateral, LLC, as collateral agent for the Holders (the " Agent "). The Amendment Agreement, the JGB SPA and the Debentures were further amended by that certain Letter Agreement dated April 8, 2024 (the "April 2024 Letter Agreement"). On May 10, 2024, the Company, the Holders and the Agent entered into that certain May 2024 Exhange Agreement and May 2024 Letter Agreement to modify the terms of the Amendment Agreement, the Securities Purchase Agreement and the Debentures, as amended. Under the terms of the May 2024 Letter Agreement, the Company and Holders have agreed the Company shall incur an aggregate amendment charge to the undersigned holders equal to $275,000, which shall be added to the principal balance of the Debentures. Under the terms of the May 2024 Exchange Agreement, the Company and Holders exchanged an aggregate of $2,327,632 in principal, fees and expenses owed under the Debentures for 395,000 shares of common stock and 895,000 immediately exerciseable pre-funded warrants to purchase shares of common stock at an exercise price of $.00001 (at an effective per share price of $1.69). The remaining principal balance of the Debentures is $9,824,632. As a result of the transaction, the exercise price on 5,876,887 of the Company's outstanding warrants shall be reduced to $1.69 per share in accordance with the adjustment provisions therein. A copy of the May 2024 Letter Agreement and May 2024 Exchange Agreement are att

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information required by this item with respect to the shares issuable upon conversion of the amended Debentures and the warrabts in the Offering is set forth in Item 1.01 of this Current Report and is incorporated herein by reference.

01(d): Financial Statements and Exhibits

Item 9.01(d): Financial Statements and Exhibits. Exhibit 4.1 Form of Pre-Funded Warrant Exhibit 10.1 May 2024 Letter Agreement with JGB Exhibit 10.2 May 2024 Exchange agreement with JGB Exhibit 104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 22nd Century Group, Inc. /s/ Lawrence Firestone Date: May 10, 2024 Lawrence Firestone Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR